Spirit tells shareholders to reject hostile bid from JetBlue

A JetBlue airplane is shown at John F. Kennedy International Airport in New York, March 16, 2017. JetBlue is going hostile in its bid for Spirit Airlines and asking shareholders of the low-cost carrier to reject a proposed $2.9 billion acquisition by Frontier Airlines. JetBlue is going straight to shareholders of the Florida airline in hopes of pushing its board to the negotiating table. Shares of spirit jumped 17% before the opening bell Monday, May 16, 2022. (AP Photo/Seth Wenig, File)

FLE - A line of Spirit Airlines jets sit on the tarmac at the Orlando International Airport on May 20, 2020, in Orlando, Fla. Spirit Airlines' board is telling its shareholders to reject JetBlue's offer, saying it's not in the best interests of the company or its stockholders. Spirit said Thursday, May 19, 2022, that its board found that a potential deal with JetBlue faces substantial regulatory hurdles, especially while the Northeast Alliance with American Airlines remains in effect. (AP Photo/Chris O'Meara, File)

Spirit Airlines is advising shareholders to reject a tender offer for shares from JetBlue three days after it went hostile in its bid to create what would be the nation’s fifth largest airline.

Spirit repeated Thursday that any attempt to merge with the New York carrier would face substantial regulatory hurdles, largely because of JetBlue's alliance with American Airlines in the Northeast. The Justice Department is suing to block that deal.

JetBlue is in “the middle of a merger with American Airlines, one of the big three that they purport to compete with, and then attempting to buy a competitor and take seats out of the market and raise fares and that’s going to be a big issue and one that our board viewed as insurmountable," CEO Edward Christie told CNBC.

JetBlue responded Thursday, saying that Spirit's potential deal with Frontier also faces regulatory scrutiny.

“Both deals are subject to regulatory review, and both deals have a similar risk profile," the company said in a statement. "Spirit shareholders recognize that and are showing great interest in hearing more about our superior offer and the regulatory commitments and protections we have made, including a reverse break-up fee."

JetBlue offered to buy Spirit Airlines after a proposed acquisition of that carrier by Frontier Airlines, a deal that Spirit is backing despite a lower offering price.

On Monday JetBlue launched a hostile takeover bid for Spirit, directly asking shareholders of the low-cost carrier to vote down a tie-up with Colorado's Frontier Group Holdings Inc.

The offer Monday from JetBlue was for $30 per share in cash, or more than $3.2 billion, but said its April 5 offer of $33 per share is still available if Spirit enters negotiations.

Spirit’s board rejected JetBlue’s original $3.6 billion bid on May 2.

Shareholders of Spirit, based in Miramar, Florida, are scheduled to vote June 10 on the cash-and-stock offer from Frontier, worth about $2.9 billion when announced in February.

Shares of Spirit fell 2.6% before the market open, while shares of JetBlue declined slightly.